Status of 04.2024

These General Terms and Conditions (“GTC”) apply to the Client and UAB “Andersen Soft” (hereinafter referred to as “the Contractor) as indicated in a Statement of Work (together with these GTC called “Agreement”) which includes these GTC by reference.

1.1 Definitions - In this Agreement and in each Statement of Work, these words and expressions have these meanings:

«Acceptance Certificate» means a dated and signed document issued by the Contractor to the Client certifying that all the Services (stages of work) under the relevant Statement of Work were provided properly, in accordance with all provisions of the Agreement, containing an indication of number of hours spent on the provision of the Services.

«Business Day» means any working day, Monday to Friday inclusive, excluding statutory holidays, applicable in the territory of the Contractor.

«Confidential Information» means all the information about the Work Product, Documentation, Initial Documentation, and other documentation related proprietary marketing, technical or business information, including without limitation product plans, personnel, research and know-how, products, source codes and software; any other information that is disclosed to the receiving party orally, visually or in a document or other tangible form, which is designated by the disclosing party as confidential.

«Defect» means a deviation of the Work Product from the requirements described in Initial Documentation or Specifications, or a fault (failure) in serviceability of the Work Product or any parts of it, caused by faults in the Contractor’s Services. A Defect does not include the deviations caused by the incorrect behavior of third-party functionality. A deviation or a fault (failure) is considered a Defect for the purposes of the Agreement and Statements of Work if it is reproduced in the technical environment approved by the Contractor or technical environment defined in Specifications or Initial Documentation.

Defects are classified as follows:

Blocker - a defect, which blocks primary functionality or corrupts the whole system. No user can work with the Work Product.

Critical - a functional defect, which blocks core features or doesn’t allow users to work effectively with the core features of the Work Product.

Minor - a functional defect in the alternative flow of a feature, which doesn’t affect most of the users (<10%). Most of the users can easily work with the feature.

Trivial – Work Product’s malfunction, which does not restrict the use of it, for example UI/Cross browser/Translation issues which do not break the design.

«Documentation» means any documents making part of the Work Product, whether in printed or electronic form, including installation guides, instructional materials, layouts, maintenance materials, manuals, system documentation, training materials, and user guides.

«Initial Documentation» means drawings; business, functional, non-functional and technical descriptions; prototypes; software; and other similar items provided by the Client to the Contractor under this Agreement. Initial Documentation shall be considered Documentation only if it is explicitly accepted by the Contractor.

«Intellectual Property» means any and all rights, title and interest in and to trademarks, trade secrets, patents, inventions (whether patentable or not), copyrights and any other intellectual or industrial property or similar proprietary rights protected by law. The cost of the Intellectual Property is included in the cost of the Services and is not charged separately.

«Recipient» means, in relation to a party, its affiliates, directors, officers, employees, sub-contractors and professional advisers who need to receive and consider the Confidential Information for the purposes of this Agreement.

«Services» has the meaning as ascribed to it in the preamble, that is all services and work to be provided or performed pursuant to a Statement of Work by the Contractor.

«Specialists» means, in the case of the Contractor, individuals who provide the Services to the Client, whether as employees or independent contractors, and individuals who are assigned by the Contractor to perform the Services pursuant to the Statement of Work.

«Specifications» means the specifications and/or the requirements, including Initial Documentation, for any Work Product or Services set out in or incorporated by reference into the Statement of Work.

«Statement of Work» means a separate contract for the performance of the Services constituted by a document substantially in the form of Annex A, entered into by the parties pursuant to this Agreement, which incorporates by reference to the terms of this Agreement.

«Term» has the meaning as ascribed to it in Article 2.

«Time and Materials» means a method of pricing according to which the Contractor is paid on the basis of hourly rates agreed by the parties and fixed in the relevant Statement of Work.

«Tool» means any tool, model, instrument, equipment, hardware, software and similar item that is necessary for the Contractor to render specific Services.

«Underperformance» means refusing to attend 3 (three) or more daily meetings within 1 (one) month without a justified reason while working full-time on the project by a Specialist and/or inconsistency of the results of the Services with the expected and agreed goals.

«Warranty Period» means a period of time, which starts immediately after acceptance of the Services, when the Client may report Blocker and Critical Defects discovered in the Work Product to the Contractor, which is then obliged to fix such Defects at his own expense.

«Work Product» means, collectively, all computer code (including both object and source code, executable or not executable) and associated Documentation (only if it’s specified in the applicable Statement of Work), materials, items or otherwise (including the Intellectual Property contained therein), recorded in any form originally developed or created by the Contractor under the Statement of Work with the Client.